SEC Filings

<PAGE> 5
omission occurring on or before the date hereof which would subject Seller or
the Centers to the likelihood of any fine or suspension of any license, permit,
certificate, authorization or agreement.
4.11. CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate
list of all individual payors, or group of affiliated payors, that accounted for
more than 5% of either the Centers' revenues in any two of the previous three
years or is expected to account for more than 5% of either of the Centers'
revenues in the current year or the next year ("Significant Payors").
All contracts, agreements and instruments, including, but not limited to, third
party provider agreements and agreements with Significant Payors, to which
Seller is a party and which are necessary for the ownership and efficient
operation of the Centers, are in full force and effect; there have been no
threatened cancellations thereof nor outstanding disputes thereunder, and Seller
has not breached any provision of, nor does there exist any default in any
material respect under, or event (including the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby) which
is, or with the giving of notice or the passage of time or both would become, a
breach or default in any material respect under the terms of any such contract,
instrument or agreement. Seller has no reason to believe that any Significant
Payor intends to terminate any such contract, instrument or agreement, or
intends to withhold its consent to the assignment thereof, to the LLC by Seller.
4.12. ACCOUNTS RECEIVABLE. All accounts and notes receivable of the Centers,
whether reflected in the Financial Information or otherwise, represent services
actually provided in the ordinary course of business; all such receivables are
current and collectible in accordance with their respective terms; and none of
such receivables is subject to any counterclaim or set-off, other than normal
discounts, allowances and bad debts consistent with past practice.
4.13. REPORTS AND RETURNS. All reports and returns heretofore required by
federal, state or municipal authorities with respect to the operations of the
Centers and all reports and returns to the various governmental authorities
which control, directly or indirectly, any of the Centers' activities, have been
filed and all sums heretofore due with respect to such reports and returns have
been paid.
4.14. DEFAULTS. Seller is not in default under, and no event has occurred
which, with the giving of notice or the passage of time, or both, would result
in a default under, any outstanding indenture, mortgage, contract, agreement or
other instrument to which Seller is a party which default would have a material
adverse effect on the business or operations of the Centers. The execution,
delivery and performance by Seller of this Agreement and the transactions
contemplated hereby will not violate any provision of, or result in the breach
of, or constitute a default under, or require any consent under, any law, or
any order, writ, injunction or decree of any court, governmental agency or
arbitration tribunal, or any material contract, agreement or instrument with
respect to the Centers to which Seller is a party or by which Seller is bound.
4.15. EMPLOYEES; INDEPENDENT CONTRACTORS.
(a) Schedule 4.15(a) sets forth the names and titles of all employees
of Seller who perform services in or on behalf of the Centers, and the annual
rate of compensation (including bonuses) being paid to each such employee as of
the most recent practicable date. The employees listed on Schedule 4.15(a),
constitute all of the employees who are in any way necessary to the continued
operation of the Centers as they are now being conducted.
(b) Schedule 4.15(b) hereto contains a list of each employment, bonus,
deferred compensation, pension, stock option, stock appreciation right, profit
sharing or retirement plan, arrangement or practice and each other agreement or
fringe benefit plan, arrangement or practice of Seller, whether formal or
informal, whether legally binding or not and whether affecting one or more of
its employees who perform services in or on behalf of the Centers. Copies of
each such agreement or plan have hereto been delivered to AmSurg. Seller does
not have any commitment, whether formal or informal, and whether legally binding
or not (i) to create any additional such agreement, plan, arrangement or
practice; (ii) to modify or change any such agreement, arrangement, plan or
practice; or (iii) to maintain for any period of time any such agreement,
arrangement, plan or practice, except as described on Schedule 4.15(b).
(c) Schedule 4.15(c) hereto contains a list of all services provided to
the Centers for which Seller contracts with third parties. Copies of each such
agreement previously have been provided to AmSurg.
- --------------------------------------------------------------------------------
Asset Purchase Agreement/Page 5